Spiderman: In The Cat's Web 2
by Grobnar
Summary: After the previous events, Spiderman seeks answers but gets more than he bargained for. Rated M for: teasing, denial and sexual situations


**So...I didn't know the original was going to have the popularity that it did. I originally meant for this to be a one shot but I was convinced to by some parties to make another one. Part 2 has the same idea: tease and denial with a lot of sexual content. Thanks to everyone that encouraged a part 2, this is for you.**

 **Thanks to Monder and Color of the Stars once again.**

Peter kept staring at Gwen's chest. He didn't mean to, but the object of his fascination resided there. It was a cat's eye pendant dangling from a brass chain. The eye, while inanimate, felt alive to Peter. It was a subtle reminder of the events several nights previously. Even if he hadn´t remember, his large member and overburdened testicles could have never forgotten. His weighty balls pulsed as if to grab his attention while his prodigious penis started to firm up nearly ripping his pants in half while doing so. No doubt it was trying to point at what had left them so frustrated.

After Black Cat had abandoned him on the roof he hadn't moved for some time. His cock was still an angry red when he finally got the courage to stand back up. His webbing dissolved, Spiderman was able to start to free himself. Several hours and a dislocated wrist later he was able to remove a hand from the Osborne Corp technology. His blue spandex fought him tooth and nail as he dragged it back over his cock.

Defeated and humiliated he returned to his building, shutting the window and removing his outfit. Peter had failed spectacularly hard that night. Not just at stopping the thief, but also with himself. He gave in at the last moment, failing Gwen and welcoming the relief Black Cat offered him. _Some relief._ His boner, powered by rage and hormones, still had not receded by the time he removed the other cuff and got to the shower. Cold water beat down on his chest causing him to shiver. Learning from his experience weeks before Peter had hoped the cold water would temper his member. Yet, his hopes were dashes as 13 inches of stubborn erection refused to subside. Peter gulped as he knew what that required.

"Go on Spiderman. You can do it." A ghostly Black Cat appeared in the stall next to him. She was completely topless as she cheered him on. Her voice dropped an octave. "Do it for me…."

"Yeah Peter, do it." The ghostly Gwen was back as well, crammed into the increasingly crowded stall. "You already gave up on me."

Peter slammed his fist into the tile. "I didn't give up on you!"

"You sure did." That was Black Cat again. The visage kneeled before his crotch, absently rubbing her substantial chest. "What was it? Oh, that's right, a tsunami of pleasure racing to your shores. You didn't get that though. Come Spiderman, unleash the cataclysm."

"Yeah Peter," Gwen stood behind Black Cat. "Just whack it out. It's okay."

Peter gave in. He turned off the cold water and approached the object of all his suffering. It took both hands to wrap around his cock and began pumping. Once he started he couldn't stop. He saw the tsunami again. This time Gwen and Black Cat were both there cheering him on.

"It looks like it'll be a big one." Black Cat commented flatly.

"He hasn't had one in ages." Gwen replied.

Back in reality Peter's hands were a blur across his cock. Spiderman grunted and groaned; not caring if anyone heard him as he explored his carnal urges. The hero let his hips get involved, thrusting in and out sending his cock pistoning at speeds only a superhero could manage.

The apparition of Black Cat smiled broadly; rubbing her chest and squeezing those cherry red nipples of hers. She moaned as Spiderman stroked faster. "Come on superhero, cum for me. Spray me right across the chest. You do like it don't you?"

"He certainly played with it enough." Gwen responded, looking down at her smaller boobs. "Peter probably won't get much fun out of mine."

Peter ignored the commentary and kept pumping. The tsunami was close now. He just needed a few more seconds.

A loud banging snapped Peter out of his orgasmic release. He ignored it the first time, concentrating on his cock but it continued preventing him from fully bathing in the storm of pleasure that was about to wash over him. He approached the door and nearly ripped said door off its' hinges. That was a mistake as he whacked it straight into his erect member and growling balls

"What is it!" Peter unknowingly yelled.

Harry Osborne held a phone in his hands. "Gwen's on the phone."

"Thanks." Peter grumbled, upset with himself. "and sorry."

"You okay? You look flustered." Henry examined Peter with a critical eye, not seeing the deflating dick just below his waist.

"It's been a long day." He lied. "Chemistry."

"Ahh." Harry replied but had no interest in moving the conversation further. The millionaire's son was already walking away. "Go relax Parker."

"I will." _If this cock will let me._ Peter stared down at the flaccid unit jutting from his groin. _Denied again._ He finally remembered the phone in his hand. "Hey Gwen."

"I thought we were going to to study chemistry together?!" Her tone was laced with humor.

"I just wanted to review. You know that exam is coming up." He tried covering.

"I know. Poor guy, you're always running around. Don't forget our date Friday!" This time she was dead serious.

"I won't."

"Good." There was a hidden context to it that Peter was easily able to discern. From the shower he could hear Ghost Gwen.

"You better not. Not this time Blue Balls!" She said, looking more at his balls then him.

Back in the present, Peter snapped out of his trance. Non-Ghost Gwen observed this as well.

"Have you been listening?" If Gwen didn´t noticed his tenting pants and straining zipper or simply chose to ignored it she gave no indication.

"Sorry, I was looking at that necklace of yours." That was true. "It's very pretty, where'd you get it?"

"This?" She pulled it off her chest for a closer inspection. "A friend let me borrow it. Why?"

"Oh nothing. It looks good on you."

"Thanks!" Gwen beamed with pride. Peter was lost in thought. _A friend gave it to her. A friend._ The cogs turned inside his skull. _Gwen knows Black Cat!_ Peter struggled with his internal dialogue. He couldn't just demand the name out of her. A girl like Gwen would be quite suspicious with a question like that.

Still Peter was going to get to the bottom of this one way or another. His blue balls screamed for revenge and he demanded justice.

"So what were you saying?" Peter asked, attempting to derail the conversation in his mind.

Gwen didn't help matters. She moved over and cozied up to him in their booth, letting her chest brush against his arm and the scent of her shampoo waft into his nose. _Lilac._ Peter could feel his balls rumble and his cock surge with life. _Down boys. She's not teasing us._ Peter paused. _Or is she?_

Wind whipped by Felicia as she ripped through the city. _There's nothing like that feeling of being on a bike._ The engine purred beneath her as she raced past other motorists. Black Cat wasn't sure of her destination tonight but she knew one thing: she would get there in style.

It was Saturday night and people were going out on the town. _Meaning all the valuables were safely at home. Safe from who?_ The cat's eye pendant felt cool against her chest as she took a hard turn. Gwen had returned the trinket earlier today. Cryptically, the blonde told her her boyfriend had taken a keen interest in the jewelry. That bothered Felicia for some reason. Peter had never shown a perchance for accessories before, why'd he start now.

 _You're really over analyzing this girl._ Black Cat thought as she dropped a gear and zoomed past a creeping semi. _Maybe it's just their anniversary and he wants to get her something nice._ She had met Peter once or twice, but he always struck her as a geek. The lowest in the social pecking order. How he had landed a girl like Gwen was beyond Felicia's knowledge. _But then again Gwen's the ultimate girl next door._

Satisfied with that answer Black Cat pushed the thought aside. A flash of blue and red whipped past her mirror. They weren't lights, but certainly caught her attention. _Looks like I have a follower._ Felicia smirked as she saw it again. The thief patted her purring motorcycle. "Let's give him a race baby."

Black Cat was easy to find. _Far too easy_. Spiderman thought as he grappled from building to building. The telltale white hair was just one indication. The other was her driving; aggressive and seemingly reckless, she showed exceptional command of her motorcycle. He watched as the bike flew between two cars with mere inches to spare. Peter knew he was on the right track.

The webslinger bound behind her, trying to match her move for move through the streets of New York. Peter had the advantage though, he was not bound to the ground like she was. Yet Black Cat wasn't making it easy to follow her either, she twisted and drove through the city with a passion; a passion that made it difficult to keep up.

Peter nearly lost her in the steel and concrete maze. He nearly gave up until he spotted her speeding off in a straight line. Hurriedly, he swung after her.

Black Cat didn't mean to lose Spiderman. She made a twisting circular path through the city that made it difficult for anyone to get a bead on her. Felicia had faith the arachnid superhero would keep up but at some point he disappeared from her mirrors. _Can't slow in case he's still there. I don't want him suspicious._ Black Cat was acting on the fly, making up her plan as she went.

Originally, Felicia had planned to break into some east side high rises. That idea changed when Spidey had flashed past her. Now she was racing along with no destination in mind. Black Cat was torn. The thief had been the cat in their last game now she could be the mouse. _That last encounter was thrilling._ She thought. Felicia was willing for another round of their little game. _I'd get to feast on Spiderman's gigantic cock again!_ Just thinking about it made her mouth water and her crotch wet.

That large shaft, crisscrossed with voluminous pulsing veins. Engorged with blood it twitched and jerked with the beating of his heart. It was warm to the touch, even through her gloved hands. Not to mention the head. Bigger than a clenched fist it seemed to leak an endless amount of jizz when aroused. _Poor Spidey probably has to drinks 3 gallons of water a day just to compensate for his male-tears alone._

And then there were his balls. Each voluminous testicle overflowed her hands when she held them. The weighty orbs vibrated under Felicia's touch, no doubt constantly producing spunk for his mammoth member. _Spunk he'll never use._ Black Cat loved the feeling of his balls; something about them just filled her with delight when she handled them. During their last 'session' she had spent a long time fondling, licking and otherwise pleasing his sack.

Black Cat shifted as she went onto a long turn that left in a straightaway. _Well Spiderman, if you lost me here's your chance._ The engine's pitch increased when the throttle opened and the thief rocketed down the road. Felicia was rewarded by that familiar blue and red blur in her mirror. _Ahh, found me did you? Hmmm, but where to trap you._

Spiderman was baffled by Black Cat's behavior. After her dizzying series of turns, banks, and course changes she straightened out and kept on a single path. _She must think she got away._ He laughed in his mask. _She's in for a surprise now._ The webslinging hero sped up, slowly gaining on the ignorant thief. While he was catching up on her a heated debate was raging in Peter's head. There were many other villains he could be tracking, so why follow her? _Black Cat needs to answer for her crimes!_ At least that's what he told himself. Deep down, he wanted to see her again. His relationship with Gwen was still going at a snail's pace and it seemed he was still destined to be a virgin forever. Black Cat's sexuality was alluring to him, enticing.

Black Cat disappeared under a viaduct. Confident, he swung ahead, expecting her to appear just beneath him. Spiderman expected to get the drop on her. To his surprise, Black Cat did not appear on the other side of the tunnel. _Where'd she go?_ He swung back around, landing at the entrance.

"Looking for me Spiderman?" Black Cat called out. Felicia had killed her bike as soon as she disappeared from his sight; coming to a stop at the far end of the tunnel. The thief waited, watching as the confused hero swiveled around looking for her. Now he was down on her level.

Felicia arched her back over her bike sending Spidey into overdrive. Already his dick was bulging against his spandex; the way her ass flared out only expedited the process. Spiderman approached her on uneasy feet, walking slowly towards her with the slightest sense of dread as though each step brought him closer to certain doom. "You've been working so HARD trying to find me. The least I can do is offer you a lift."

Black Cat patted the rear seat of her ride. "Of course, it'll be tight but we can manage. You won't mind will you?

"Our bodies pressed together as we ride through the streets of the city. It'd be thrilling. Mmmm, you'd probably have your achingly hard erection buried in my back." Black Cat spun around on the bike so she was facing him. "There's nothing to hold onto though. You'd have to wrap those strong superhero arms of yours around my waist.

"I bet you'd like that wouldn't you? Hmm Spiderman? Those big hands of yours would travel up until you were grabbing my chest." Felicia grabbed her boobs and mimed the action. "Rubbing, pulling and squeezing them as we raced around town. Mmmm."

Spiderman was in conflict. Images of the two of them flashed before his eyes. Black Cat was bent over her bike, legs splayed open and her pink sex on full display. His erect cock dripping with anticipation as he advanced on. His member swung from side to side as he took those few last steps; throbbing as every available drop of blood pulsed through the engorged veins. Just below, testicles swayed over muscled thighs. Simmering full of spunk, they anxiously waited for a chance to release their copious cargo into the provocative thief. Filling her up till bursting with his seed that she had dared to mock and tease so mercilessly not along ago. But more importantly, they would finally take revenge for the ordeal she had cost them For denying them their freedom. Peter would bring her to countless orgasms as they fucked on her ride. She would be a screaming mess, demanding more from him. A demand he was all to willing to comply with, bending her over, gripping that athletic as of hers and…

*Thwip* Peter was ripped from his thoughts by his webshooters discharging. Each one fired off a long consistent stream that not only tied his legs to the grounds but also reduced his arm movement to zero. "Crap! Not again."

"Oooh, Spiderman did you discharge too soon?" Felicia smiled at Spiderman's predicament. She didn't even plan this. _Bad luck saves the day._ "Don't worry, I'll help you."

Spiderman didn't move an inch, not that he could have moved much even if he wanted to, as Black Cat slowly sauntered towards him. Peter was too terrified to even attempt putting his arms up in protest. This was all her fault anyway. Black Cat wasn't helping matters. The white haired thief wandered around, gazing like one would a new purchase. She went in and started to prod his body, feeling the densely corded muscles brought from his superpower.

"Firm biceps, and just look at these pecs. The girls at the gym must go crazy over you. Not to mention these abs." Felicia pulled up his spandex top exposing the ridges of his deep 6 pack. Her tongue slathered over one. "Yummy. You could be knee deep in sex with this body."

 _Can I?_ That thought never occurred to him before. Peter felt Gwen was his destiny, maybe even one love that appreciated him for who he was. _Despite her not knowing I'm Spiderman._

"Not to mention this butt." Felicia pinched it hard, causing him to yelp. "but most of all, is this monstrum that you have between your legs."

Black Cat patted his obscenely protruding erection. The spandex was fighting for its very existence against the strain of his erection. "This is the cock of a hero. After that little performance issue we better make sure it's still….intact."

Felicia sunk to her knees before the silent superhero. _Miracle this is still holding up._ She thought, examining his pants with a critical eye. A wet spot was forming where the head was protruding; every passing second the spot grew in size. _I better get these off._ Her gloved hands slid up to the lip of his pants and latched on. They came down an inch when an idea struck her. _Oooh. He's going to love this!_

Spiderman could only watch as Black Cat grabbed the band of his pants with her teeth and started to pull. The spandex groaned in protest, but the thief would not be deterred by mere fabric. Soon Black Cat had the costume partially down his legs, only his unit keeping it still on. _Just one more tug and...wait…._

Black Cat released the spandex where it was. To her delight it stayed put. "Sorry, Spidey. I always wanted to try this and you're well equipped for the job."

With both hands, she pulled the outfit along til just the head was contained within its' confines. Letting go, Felicia got to see the gap formed by Spiderman's cock. She bit her lower lip. "Wow, look how big and hard you are, your spandex doesn't stand a chance.

"...and these balls. Still as massive as ever. Have you been saving up for me?" Black Cat pressed herself against him, reached inside and grabbed his family jewels. Just like previously they overflowed her hands. Each weighty orb felt heavier than ever before in her hands.

The pleasure was too much for Spiderman to bare. He let out a deep beastial grunt sending his cock pulsing harder than ever. It throbbed in size and pushed free from its spandex confines. His pants tumbled to the ground leaving the superhero still bound but otherwise pants-less.

"You really know how to impress a lady." Black Cat whistled at him. Measuring it against her arm. It easily beat her in both length and width; she was more than impressed. "You're even bigger than I remember. Tell me are you in anyway related to the hulk? The more I play with your the bigger your magnificent cock seems to get."

Felicia continued to lavish praise on his member while fondling his balls. Peter wished Black Cat would stop this relentless tease; he felt like a kettle put on to boil, and there was no telling how long before he boiled over. _Uncle Ben and Aunt May. Uncle Ben and Aunt May._ He prayed silently to calm his erection, though the gods were not fit to grant such a wish. Certainly not with Black Cat stroking his monstrous dick. He kept following her as she relentlessly teased him; his eyes focused on the necklace that dangled off her neck.

Black Cat somehow knew where Spiderman was focusing his attention. She fondled the pendant. "You're still after that old thing? Let me give it to you in that case."

Felicia snapped the jewelry off her neck, gave it a kiss and then wrapped it around the base of his dick. _That'll hold you._ Spiderman groaned as the cool metal wrapped around his member. It was tight but not overly tight. While he was certainly a virgin, he could easily guess at its' purpose. The pendant would hold his dick just tight enough to stop him from cumming too soon, yet not too tight to cut off circulation.

"There. Now that it's secure." Black Cat gave the cat´s eye a tug, causing his dick to flop around spraying precum everywhere. "We can begin."

Black Cat slipped the top of her outfit, once again revealing her large, voluminous but still firm chest to him. Just like several nights earlier, Felicia utilized his dick like a shampoo bottle, squirting out a huge load of jizz straight onto her chest. Spiderman silently watched as the thief did so; words stuck in his throat as she massaged the fluid into her boobs. A moan escaped her lips causing his dick to twitch. "I don't know how you do it Spiderman. Your juices just feel so good against my skin. Let me return the favor."

Felicia saddled up to him, still rubbing her glistening slippery chest as she looked upon his member; a glint of mischief in her emerald eyes. "I'm not the biggest for this, but I can't pass this thing up Spideyn. You understand right?"

Peter groaned as a soft velvety prison rolled around his dick. It wasn't really a prison of course, rather the soft flesh of Black Cat's chest. His groan turned into a sigh as the luscious cleavage fondled his cock. _So this is was a tit fuck is like_. The analytical part of his brain sprang once again into action. _No wonder guys like it so much._ Peter never had one, nor expected to get one either. He had heard about it back in the high school locker room. The jocks would, of course brag, about their sexual conquests while Peter, despite having obtained the powers that made him Spiderman, would hide in corner; anxious to not be part of their world. From their conversations he gleaned that certain cheerleaders were more than willing to perform such an act, and that it felt heavenly. Peter couldn't confirm the former but the latter was one gigantic understatement.

He moaned as Black Cat worked her breasts around his member, the pleasure was nearly catastrophic to the virgin hero. His cock pulsed with life and the crisscrossing veins running along its' length surged with blood. The slit at the end of his dick had turned once again into a leaky faucet. Jizz flowed out like water creating a wet situation that only added to their pleasure. The wet slurping of her boobs across his member were the only sounds heard in the abandoned viaduct. Unless of course you counted the constant grunts of approval that the spider hero let escape from his lips. Eventually the sensations of those two perfect mammaries were too much for the overeager and undersexed hero. Peter let out a cry of pleasure, much louder than the soft moans that came before only for it to turn into a cry of pain.

Black Cat released her hold on the pendant that wrapped around Spiderman's dick. He nearly lost it there for a moment. She gave his cock a soft slap with her wrist in protest making it bob around, letting juices drip onto the asphalt. "No no Spider. We're not done playing yet."

The thief returned to her duties, rolling her wet tits around his ever leaking shaft. The noise was sloppy, but the enjoyment was fantastic for both parties. Felicia arched her back, pushing Spiderman's pecker up until it nearly brushed her chin with every thrust. More than willing to add a twist to their sexual adventure, Black Cat craned her neck down until the massive crimson head was poking her in the face. She timed her actions and started licking every time it came near. The reward for her efforts was an added shot of jizz, striking her in the chin. It drizzled back down onto his cock and between her cleavage.

"I love it when I can do this to a man. It's so sexy." Black Cat got out between moans. "See how your cock just pushes through my boobs. Of course, your gargantuan member is so big, it's' almost too much for my chest. So virile."

Spiderman's ego swelled with Black Cat's talk. _Was it true? Did I actually have a big dick?_ His lack of porn viewing and never looking at his fellow males left him with a pale understanding of his size and how it compared against the average person. His mind turned to his girlfriend of course, Gwen wouldn't approve of this action.

"No I wouldn't." The ghostly Gwen was back in his head. "Besides, I'm far to small to do this."

 _Shut up._ He told himself, trying to quiet the visage of his love. Gwen may not approve, but he wasn't in a position to argue. Black Cat was doing a wonderful job rolling and pushing her breasts around his cock; the soft flesh punctuated by the sopping fluids he was pushing out. Not to mention her tongue. Peter never considered how much talent one could have with a simple appendage. The white haired beauty managed to make it dance across the head of his member, seeming to spin it around the very sensitive slit before letting it slide along the ridges of the head. He groaned again as she licked at the constant stream of pre he was dripping.

Felicia tired of just pleasuring him with her boobs. She dropped the wet breasts, letting them flop back onto her chest with a loud slap. Now Black Cat let her gloved hands do the work. Even through the material she could feel the hardness of his member. How it thrummed with blood and ached with life. No doubt his cock longed for release; the balls below it too demanded satisfaction. Full beyond capacity, they were vibrating and churning, filled up with his potent spider spunk ready to drown her with its' creamy goodness. Felicia was more than willing to let him cum this time. She had gotten just a small taste of his seed during the last round, and she needed more. _Precum is just an appetiser, I want the main course._ Black Cat thought to herself. But _I have to earn it as much as he does._

Spiderman was surprised when Black Cat ended her heavenly tit fuck, he wanted to stop her, demand she continue using those slick wonderful breasts around his dick. To continue letting her tongue slid along every bump and curve of his cock. Peter's spider senses rejoiced in the sensations the combination provided. Her tongue had a certain roughness that only added to the feelings he was bombarded with, he craved it. Yet, nothing came out. His lips would only move far enough to emit a grunt or a gasp. Much like his arms, Peter's tongue was equally bound and refusing to move; even as he desperately tried to will it so.

Peter sucked in air through strained teeth as Black Cat went back to work on his member. Gloved hands massaged the hard length, pausing only to grab more 'lotion' from his leaking head and work that across the entire 13 inches. Applying the juices all along his length and taking extra time on his baseball sized head. Polishing it until she could see the her own face reflected in the spite and precum.. Her hands dropped lower as the she worked in full, long yet also infuriatingly slow strokes; fingertips grabbed at the very edges of his bloated sack sending his balls jostling with every movement. _Why'd she have to bind me up?_

"Too keep you and that hideous monster you call your penis in control." Gwen stated as she watched the sloppy handjob. "Can't you see? There is no telling what kind of horrible things you could do to a girl with a thing like that."

Spiderman could see it. His mass of hormones were rampaging through his system like Carnage through the city. Binding him prevented him from acting on his more primal urges. Tempting as it was to grab Black Cat and web her against the wall. She'd be completely at his will there. Her breath would come in short bursts as he pounded against her against the wall; claiming her as his own in a standing missionary position. He'd having Black Cat begging for his cock, even willing to reveal her identity to get more. Peter was a sexual dynamo that needed to be restrained for his own good.

"Yes. That's exactly it." The Gwen visage stated dryly. "Observe her technique."

Felicia wrung her hands like she was wringing water out of a towel, each stroke creating squishy as she pulled, she was rewarded with howls of delight by her captive spider. Spiderman's supercock was bright red, harder than steel and begging for more. His oversized, overburdened eggs too demanded attention. Attention she was more than happy to give.

Black Cat didn't remove her hands from the mega sized member. Fingers kept playing even as she saddled up to his mammoth testicles. Felicia's nostrils flared as she took in a wide of his scent. _So manly._ She thought as the musk permeated the air. _I must have it._

Spiderman groaned as the that talented tongue of Black Cat lashed out again. It licked at his nuts, slathering them up while the thief gulp down the flavor of his balls.

 _I need more._ Felicia thought, her brain demanded more of that virile flavor she tasted on her tongue. When each ball was good and wet, she attempted the impossible. Opening her mouth wide, she sucked in one of the oversized nuts. It filled her mouth to overflowing, but Felicia rejoiced as she sucked on the mammoth baby maker. Her tongue, though limited in movement, was still able to work itself around while she twisted and drank into his flavor. _Oh god this is incredible._

Black Cat nearly lost control. The thief practical spit out his nut and presented it to him then and there only to launch at it again like a starved lioness. _I had no idea this could be so….intoxicating._ Felicia grudgingly removed herself from the ball with a loud pop. Gasping for breath, she recovered from the experience, her hands still refusing to give up working the colossal rod that was above her. The sloppy wet schlicking noise only further punctuated by the sounds of her breathing and Spiderman groaning. _Get a hold of yourself._ Felicia thought. Then she went back for more.

Spiderman gasped in surprise as Black Cat inhaled his other testicle. With unbridled enthusiasm the thief twisted and pulled on it with her mouth; yanking and massaging his large egg in a ways he never thought possible. _Who does this?_

"Certainly not me." Gwen's visage once again commented. She was now kneeling next to Black Cat, observing the thief as she sucked away with reckless abandon. The ghost sniffed at his slathered wet member. "Not with that smell. She seems to love it though. What did she say? Virile? Smells more like you need a shower. Seriously Parker shame on you."

Felicia popped free from the testicle. It was hard, not just because of the size. They were just so intoxicating to her, each ball overwhelmed her hands and filled her with barely disguised lust. _This is what cats must feel around catnip._ She swallowed relishing the taste of his balls one last time and then mentally preparing herself for what was to come next. "Ready for the main event?"

Peter was too much taken back by it all to do anything else but nod as Black Cat positioned herself before his cock. Her pose was one of worship, like his dick was the epitome of fertility and manly virility. She licked it once, twice then thrice before impaling herself on the member. Spiderman groaned and tried to restrain himself. That ever present urge, that tsunami of pleasure still waited in the distance. Anxious to crash upon the shores of his mind and flood it with pleasure unlike anything he had ever experienced before.

"You know you want it." Gwen stated as Black Cat urged more than half of his cock down her throat. The thief did not gag nor complain as the thick tool slid in. She looked up at him with those emerald eyes of hers, a glint of satisfaction flashing through them as she swallowed more inches.

Felicia was proud of herself. She didn't gag nor tear up this time as she swallowed the thick invader. A constant stream of jizz trickled down her throat as she went along forcing more and more of his sheer endless cock down. Black Cat savored the flavor that touched her tongue as she sucked on the tool. _Careful girl, you might get addicted._ Yet, it was already past that. Felicia slobbered all over the cock as she reached the pinnacle. Her nose squished as she pressed herself into his groin, relishing in that feeling of sexual gratification. Spiderman groaned above her, completely enjoying how buried she was on his cock. _He should. I am the best after all._

Peter loved the feeling Black Cat filled him with. His spider senses were working in overtime as every throb of his bulging veins and ridge of her throat was picked up and sent to his shivering mind. She held her place there for a moment, just enjoying their complete union. Black Cat pulled back, undulating her throat as she did. The result was heavenly. It felt as if his cock was assaulted by a vacuum. Even as she pulled back her mouth still sucked him in.

Gwen once again appeared to him, cheering on the thief while admonishing Peter. "She's a total pro. Watch her suck and slather your cock. God, she loves this. Black Cat knows exactly what she wants and is getting it. Doesn't that bother you at all? That you're just a dick to her?"

 _No._ Peter moaned as he responded. The kettle that was his balls was now boiling over. The steam trapped in his increasingly full ready to burst gonads and throbbing cock.

"Uh. How typical. All you care about is getting that freakish cock off yours off." Gwen smiled in a twisted version of that welcoming grin he was used to. "Here let me give you a hint."

The visage moved now until it and Black Cat were right next to each other. Then, to Peter's amazement, something incredible happened. Maybe it was the incredible blowjob that was being lavished on his cock or a dozen other issues but he suddenly saw things in perfect clarity. The features of both ladies merged and morphed together.

Spiderman frowned even as a cry of delight escaped his lips. _No way._ Everything made sense. He wasn't looking at Black Cat sucking on his cock until it dripped with saliva. Nor was Black Cat the one that lavished praise on his masculinity. It was Gwen. _Gwen is Black Cat!_ His timid girlfriend was the sexual thief. The thief that was currently massaging his testicle even as her mouth ran a marathon on his member.

The ghost Gwen smiled at him. "Now you know Peter."

 _Damn right I know!_ Peter kicked into high gear, bucking his hips to meet Black Cat's motions. The combined thrusts had her buried in his crotch. His mind justified everything. _Gwen had that pendant not because she borrowed it but because she wanted me to see it._ Peter was pleased with himself. It felt almost as good as the attention she poured into his member.

The hero took her completely by surprise when he joined in, nearly making Felicia choke on the meaty member such was his entry. Blinking back tears, she recovered quickly. Felicia wasn't sure what caused the change in Spiderman, but she wasn't complaining. He went from being a passive piece of wood to an active participant in this sexual adventure. A grin plastered, as much as it could be, across her face as she sped up. His thrusts met her own actions causing her to spend much of her time completely speared by his cock. Her nose brushed against his groin, inhaling his scent, making her dizzy. _I think it's time._

Black Cat pulled back until just the tip still resided in the hot wet confines of her mouth. With both hands she reached up and loosened the pendant wrapped around his cock. _Come on Spiderman cum for me._ Felicia could taste his desired goo already. A faint trickle bubbled out with his precum. She relished the flavor, savored it. _Come on Spider give it to kitty needs her milk._ She welcomed the thought of all that delicious cum flowing into her. Felicia's crotch was beyond damp at this point. If things didn't move past 3rd base with Spiderman after that she'd be solving that particular problem later.

"Cum for me Spiderman. Cum for me Peter." The visage of Gwen and Black Cat were fully merged now and Peter could only see Black Cat as his girlfriend. It made perfect sense now. They were polar opposites. Gwen was coy and sensual, Black Cat sexual and forthcoming. _Of course she's Black Cat._ Peter's cock swelled up in size, proud of its' accomplishment and proud that it wasn't cheating on his girlfriend. His girlfriends' head was sucking the entire length of his tool. All 13 inches were deep inside her as she fondled his mammoth baby makers. _The timidness as Gwen and the ruthless teasing of Black Cat. She was trying to feel me out. See what I was up for. Well baby, you're about to get paid off in spades._ His balls tightened up as the brewing cum inside them reached critical mass. He couldn't wait to let them unleash their load into Gwen. Peter could just picture it. His cock letting loose a torrent of sperm into Black Cat. The hapless thief drinking it down with gusto, maybe even cumming herself after swallowing shot after shot of his potent seed. Maybe they'd reveal themselves to each other then.

Black Cat loved the feeling of his balls in her hands. They were just so massive and virlie. She idly wondered how much cum they produced. _Guess I'm going to find out huh?_ Her tongue slathered over the end of his dick as she got to the end, preparing for another pass. Felicia ran it in til her nose was buried in his pubic hair She paused for a moment, savoring the feeling of his impressive length buried deep inside her, the smell of his sweat and most importantly the pride that came with devouring such a massive member that never seemed to lesson. His weighty testicles vibrating as they overflowed her cupped fingers. Liquid dripped down on them, a mix of jizz and saliva that her fingers worked in til they shined. _Beamed with pride more like it._ Felicia couldn't imagine a guy not being proud of these sexual organs, most would probably display them like trophies. Her nostrils soaked in the musky scent of his body. The thief knew she was in control, and had to be. Spiderman could have her at any time now.

"Get ready Gwen, I'm gonna cum now." He managed to squeeze out between grunts. "You're ready for this big ol' load?"

 _Gwen?!_ Felicia stopped dead in her tracked nearly choking on all the cock meat that was deep down her throat. _No fucking way._ Two irrevocable ideas clashed in her mind with the force of a nuclear explosion. _Peter Parker is Spiderman?!_ The idea never existed in her mind. Not once did it enter her train of thought that Gwen's adorable geeky boyfriend Peter was in fact Spiderman. The train was now derailed however and a new thought pulled up.

 _I'm fucking Peter? Oh shit. Gwen is going to kill me._ Mere seconds ago Felicia was cheering on Spiderman, hoping, demanding his cum to pour out of his cock and all over her. The thief was waiting for the chance, savoring for when it finally came. Now she was filled with repulsion. _I need to get out of here._

Peter was puzzled. He and Black Cat were at the crux of pleasure. The thief was merciless in her teasing, but now he was going to cum. Spiderman and Black Cat would be together, much like he, as Peter would be with Gwen. _That's why she wore the necklace. She was giving me a hint._ Black Cat's sloppy wet blow job came to an abrupt halt. The thief coughed up cock as she struggled to pull out. His cock wouldn't be denied this time however. It flared up in size ready to finally flood her mouth and throat with its cargo as she desperately pushed off of Spiderman.

Felicia reluctantly punched his balls in her quest for freedom. It wasn't the right thing to do, but it was necessary to prevent his balls from blasting their liters of saved up cum into her waiting gullet. A meaty fist smacked deep into his sack, punishing his right testicle for its' attempt to taint her. Spiderman groaned, crying out in pain and fell to his knees, but the webbing wrapped around his legs stopped him completely. _Sorry Peter._ Felicia thought as she recovered. _Sorry if I ruined your boyfriend for you Gwen._ With a loud pop and a pricking pain, Black Cat managed to free herself from his cock. It bobbed in the breeze, spilling saliva and precum on the hard asphalt. She coughed as her throat adjusted to its' freedom. More than likely, it was also trying to get whatever traces of Spiderman out.

"What'd you do that for?!" Spiderman wheezed out. "I was so close."

Black Cat backed away like he was wielding a knife. "I'm so sorry Spiderman, but I gotta go. I got….. a break in…. to go to…..."

 _What the heck just happened?_ Peter thought as Black Cat mounted her bike. _I nearly cum and she punches me in the balls and runs like I'm a thug._ Spiderman groaned and strained. With a loud pop he tore his right arm free from the confining webbing. His first goal was not to chase after Black Cat, but make sure his little buddy was intact. Peter's cock was still large and an angry crimson. It stuck out from his body like a beacon. He reached past it and massaged his balls. While they were sore, each bloated gonad was still intact. Spiderman watched as Black Cat mounted her bike and peeled away, a stream of smoke and burnt rubber trailing behind her.

Peter reached down and snapped the cat's eye pendant off from around his cock. In her sudden quest to get away, Black Cat forgot it. He examined the jewelry with a smile on his face. "Don't worry Gwen, I'll give it back to you."

 _I'm sure you're in for a big surprise when I do._


End file.
